To
The Members
Your Directors have pleasure in presenting their Fortieth Annual Report and Audited
statement of accounts of the Company for the year ended 31st March 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF COMPANYS AFFAIRS
FINANCIAL SUMMARY/HIGHLIGHTS
(Rs. In ‘000)
|
Standalone |
Consolidated |
| Particulars |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| Revenue from Operations |
1,46,019.27 |
2,161.31 |
10,47,764.83 |
70,644.83 |
| Other Income |
18,694.79 |
8,286.18 |
96,384.71 |
21,976.48 |
| Gross Revenue |
1,64,714.06 |
10,447.49 |
11,44,149.54 |
92,621.32 |
| Expenditure |
35,617.02 |
23,398.53 |
13,45,287.87 |
1,07,335.22 |
| Share of profit / (loss) from investment in associates and joint ventures and
Adjustment for Non-controlling interests |
- |
- |
81,936.02 |
4,665.00 |
| Profit Before Tax |
1,29,097.04 |
(12,951.04) |
(1,19,202.33) |
(10,048.91) |
| Less: Tax Expense |
27,778.01 |
(4,275.69) |
44,608.22 |
(13,676.74) |
| Profit /(Loss) After Tax |
1,01,319.03 |
(8,675.34) |
(1,63,810.55) |
3,627.83 |
| Other Comprehensive Income |
(31,211.68) |
46,515.68 |
(29,663.92) |
35,752.17 |
| Total Comprehensive Income |
70,107.35 |
37,840.34 |
(1,93,474.47) |
39,380.00 |
| Earnings per share - Basic and Diluted (Nominal value Rs. 10 per share) |
27.88 |
(2.39) |
(45.08) |
1.00 |
Note: Previous Year figures have been rearranged / regrouped, wherever necessary
> OPERATIONS. STATE OF COMPANYS AFFAIRS Standalone Financial Results:
During the year under review, your Company has generated the gross revenue from
operation of Rs. 16.47 Crore against the revenue of Rs. 1.05 Crores in previous year. The
profit before tax is Rs. 12.91 Crore against the loss before tax was Rs. 1.30 Crore
reported in previous year. Profit for the year under review amounted to Rs. 10.13 crore
for the year against the loss of Rs. 86.75 Lakhs in the previous year. During the year
under review, the Earning per share of the Company is Rs. 27.88/- (Basic & Diluted).
Consolidated Financial Results:
During the year under review, the company has Revenue from operations of Rs. 104.78
Crore (Previous Year: Rs. 7.06 Crore) and Other Income of Rs. 9.64 Crore (Previous Year:
Rs. 2.20 Crore), and Profit/(Loss) before tax of the Company amounted to Rs. (11.92) Crore
(Previous Year: Loss of Rs. (1.00) Crore. Profit/(Loss) after Tax of the Company is
amounting to Rs. (16.38) Crore as compared to the previous year profit of Rs. 0.36 Crore.
> DELISTING OF THE EQUITY SHARES OF THE COMPANY FROM NATIONAL STOCK EXCHANGE OF
INDIA LIMITED INSEI
In compliance with the SEBI (Delisting of Equity Shares) Regulations, 2021
("Delisting Regulations") and upon necessary approvals, certain members of the
Promoters and Promoter Group ("Promoter Acquirers and PACs") have acquired
7,81,212 equity shares of Rs.10/- each of the Company on November 11, 2022 from the Public
Shareholders constituting 21.50% of the Equity Share Capital of the Company at a
Discovered/ Exit Price of Rs. 16.50/- (Indian Rupees Sixteen and Fifty Paisa Only) per
Equity Share determined in accordance with the Reverse Book Building Process under the
Delisting Regulations, taking the Promoters shareholding to 96.50% of the Equity Share
Capital of the Company. Final application for delisting has been made to the Stock
Exchange (National Stock Exchange of India Limited (NSE)} to delist and
discontinue the trading of the equity shares of the Company.
Pursuant to Notice ref. No. NSE/LIST/119987 and Circular Ref. No: 1552/2022 issued by
NSE dated December 22, 2022, the Equity Shares of the Company (NSE Security Symbol: -
SUBCAPCITY) was suspended from trading w.e.f. January 05, 2023 (i.e., w.e.f., closing
hours of trading on January 04, 2023) and the Company scrip has been delisted from NSE
with effect from Thursday, January 12, 2023 ("Delisting Date").
The Exit Window under the Delisting Regulations was opened time from Thursday, January
12, 2023 to Friday, January 12, 2024 (both days inclusive) ("Exit Window"). During
the Exit Window Period, the residual/remaining shareholders can tender their equity shares
at the Exit Price of Rs. 16.50/- (Indian Rupees Sixteen and Fifty Paisa Only) per Equity
Share on the terms and conditions set-out in the Exit Offer Letter sent to the residual
shareholders.
> SHFITING OF REGISTERED OFFICE OF THE COMPANY WITHIN THE CITY LIMITS:
The Registered office of the Company was shifted within the city limits from "5th
floor, Corporate Block, Tower Bl, Golden Enclave, HAL Old Airport Road, Bangalore - 560017
to "3rd Floor, Corporate Block, Tower C, Golden Enclave, HAL Old
Airport Road, Bangalore - 560017 in the state of Karnataka" w.e.f. 3rd October,
2022, for the purpose of administrative convenience.
2. SHARE CAPITAL
During the year under review, there was no change in the Authorised, issued, subscribed
and Paid-up capital of the Company.
The present Authorised Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores
Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- Each.
The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31,
2023 stands at Rs. 3,63,39,600/- (Three Crore Sixty Three Lakh Thirty Nine Thousand Six
Hundred only) divided into 36,33,960 (Thirty Six Lakh Thirty Three Thousand Nine Hundred
and Sixty) equity shares of Rs. 10/- each.
During the year under review, the Company has not issued shares, debentures, bonds
convertible securities or non-convertible securities, shares with differential voting
rights nor has granted any stock options or sweat equity or warrants, also not made any
Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees.
3. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standards IND-AS-110 on Consolidated Financial
Statements read with Accounting Standard IND AS-27 on Accounting for investments in
Subsidiaries & Associates, your Directors provide the audited consolidated financial
statements for the financial year ended 31st March, 2023 forming part of the
Annual Report and Accounts.
4. TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to reserves of the company for the
financial year under review.
5. DIVIDEND
Your Directors do not recommend any dividend for the year under review to conserve the
resources for its future requirements. Current year profit is added to ‘retained
earnings and shown under the heading ‘Other Equity.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
PARTICULARS OF ENERGY CONSERVATION
| i |
The steps taken or impact on conservation of energy; |
Energy conservation dictates how efficiently a company can conduct its operations. |
|
|
Considering the nature of the business of the Company, there are no particulars to be
disclosed relating to the Conservation of Energy as required u/s 134(3)(m) of the
Companies Act 2013 read with relevant Rule 8(3) of the Companies (Accounts) Rules, 2014,
during the year under review |
| ii |
The steps taken by the company for utilizing alternate sources of energy; |
Considering the nature of the business of the Company, no step is required to be taken
by the Company for utilizing alternate sources of energy. |
| iii |
The capital investment on energy conservation equipments; |
During year under review, the Company had not made any investment on the energy
conservation equipments as the same were not warranted. |
7. PARTICULARS OF TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
i. The efforts made towards technology absorption;- Nil
ii. The benefits derived like product improvement, cost reduction, product - Nil development
or import substitution;- Nil
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)
| (a) the details of technology imported |
: NIL |
| (b) the year of import; |
: NIL |
| (c) whether the technology been fully absorbed |
: NIL |
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
: NIL |
8. PARTICULARS OF FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings- Nil Foreign Exchange Outgo - Nil
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, your Directors hereunder state that for the year under review;
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the
company which occurred between the end of the financial year to which the financial
statements relate and the date of the report.
However, subsequent to the closure of financial year and before the date of signing of
this report, "On May 03, 2023, the Board of Directors of the company and
subsequently, on 5th June, 2023 Shareholders of the company approved the
buyback of equity shares, for purchase of shares by the Company up to 7,26,792 (Seven Lakh
Twenty Six Thousand Seven Hundred and Ninety Two) Equity Shares (representing 20% of total
number of Equity Shares of the Company) of face value of ?10/- (Rupees Ten) each from the
shareholders of our Company on a proportionate basis by way of a tender offer, at a price
of Rs. 14/- (Fourteen Rupees Only) including premium of Rs. 4/- (Rupees Four Only) per
Equity Share for an aggregate amount not exceeding Rs. 1,01,75,088/- (Rupees One Crore One
Lakh Seventy-Five Thousand Eighty-Eight Only), in accordance with the provisions contained
in the Companies Act, 2013 and rules made thereunder.
The Company concluded the buyback of 5,45,753 equity shares as approved by the Board of
Directors on May 03, 2023 and subsequently, approved by the Shareholders by passing a
Special Resolution through Postal Ballot on 5th June, 2023. This has resulted
in a total cash outflow of Rs. 81,48,944/- (including tax on buyback of Rs. 5,08,542). In
line with the requirement of the Companies Act, 2013, an amount of Rs. 81,48,944/- has
been utilized from retained earnings. Consequent to such buyback, the paid-up equity share
capital has reduced by Rs. 5,45,753/- and stand at Rs. 3,08,82,170/-
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY U/s 186 DURING THE
YEAR UNDER REVIEW:
The details of Loans / Guarantee given and investment as on 31.03.2023 are as follows:
Loans given by the Company: Rs. 11.72/- Crores
Guarantee given by the Company: Rs. 5.50/- Crores in favour of Bankers on behalf of
ADD Technologies (India) Limited
Investments made by the Company: Rs. 17.23/- Crores
The details of the investments are given under Schedule 4 of Notes to Financial
Statements in for the year ended 31/03/2023.
12. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN 188(1) IN
FORM AOC 2 OF COMPANIES (ACCOUNTS) RULES, 2014:
There are no Contracts/Arrangements with related parties referred to in Section 188(1)
of Companies Act, 2013 and hence furnishing details in form AOC II does not arise.
13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/s. 149(6) OF COMPANIES
ACT, 2013:
Since, the Company got delisted from NSE (Stock Exchange), the only stock exchange
where it was listed, w.e.f. January 12, 2023, provisions of Section 149 of Companies Act,
2013 and the Rules made thereunder, pertaining to the appointment of Independent Directors
and performance evaluation is no more applicable to our Company.
14. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER
MATTERS U/s 178(3)
Since, the Company got delisted from National Stock Exchange of India Limited (NSE)
(Stock Exchange), the only stock exchange where it was listed, w.e.f. January 12, 2023.
Hence the requirement of NRC Committee is not applicable to the Company as per the
provisions of Companies Act, 2013 & rules made thereunder. Accordingly, the Member of
the NRC Committee and Board of Directors approved to dissolve the NRC Committee for time
being under the provisions of section 178 of the Companies Act, 2013 and read with rules
made thereunder, and the functions, Roles and responsibility of NRC Committee shall now be
performed to the Board of Director.
15. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY:
The Company has adequate Risk Management Policy during the year under review.
16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility (CSR)
initiatives as the provisions of the said CSR are not applicable to it for the year under
review.
17. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the company during the financial year
ended March 31, 2023.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 and other applicable provisions, if
any, of the Companies Act 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enachnent(s) thereof
for the tune being in force) and the Articles of Association of the Company Mr. Anil Kumar
Sethi (DIN: 00035800), Director of the Company retires by rotation at the forthcoming AGM
and, being eligible, offers himself for re-appointment.
> Mr. Amitava Basu (03335477) resigned from the post of Director of the Company,
w.e.f. 27* March, 2023.
> Mr. Rajesh Kandoi (07434686) re-designated from Non-Executive Independent Director
to Non- Executive Professional Director of the company w.e.f. 3rd May, 2023.
> Mr. Om Prakash Sharma (PAN: AEVPS6862F) resigned from the post of Chief Financial
officer of the Company w.e.f. 1st May 2023.
> Mr. Anil Kumar Sethi, was re-designated from Managing Director to Director w.e.f.
6th March, 2023
> Mr. Deepak Sethi (DIN: 00035800) appointed as an Additional Director of die
Company w.e.f. 17th August, 2023
Mr. Nitesh Kumar Jam (ACS - 54402), an Associate Member of Institute of Company
Secretaries of India is continued as Company Secretary of the Company.
19. DEPOSITS:
The Company has not accepted any deposits during the year under review within the
meaning of Section 73 of the Companies Act, 2013 and die Companies (Acceptance of
Deposits) Rules, 2014.
20. INTERNAL FINANCIAL CONTROL
Our Company has laid down internal financial controls and that such internal financial
controls were adequate and was operating effectively during the year under review.
21. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:
There were Sixteen (16) Board meetings held during the year under review as below:
| Sr. No |
Date of Board Meeting |
| 1. |
19.05.2022 |
| 2. |
30.05.2022 |
| 3. |
26.07.2022 |
| 4. |
10.08.2022 |
| 5. |
31.08.2022 |
| 6. |
16.09.2022 |
| 7. |
03.10.2022 |
| 8. |
21.10.2022 |
| 9. |
08.11.2022 |
| 10. |
11.11.2022 |
| 11. |
05.12.2022 |
| 12. |
10.01.2023 |
| 13. |
24.02.2023 |
| 14. |
06.032023 |
| 15. |
24.03.2023 |
| 16. |
31.03.2023 |
• BOARD COMMITTEES:
i. AUDIT COMMITTEE
Since, the Company got delisted from National Stock Exchange of India Limited (NSE)
(Stock Exchange), the only stock exchange where it was listed, w.e.f. January 12, 2023.
Hence the requirement of Audit Committee is not applicable to the Company as per the
provisions of Companies Act, 2013 & rules made thereunder. Accordingly, the Member of
the Audit Committee and Board of Directors approved to dissolve the Audit Committee for
time being under the provisions of section 177 of the Companies Act, 2013 and read with
rules made thereunder, and the functions, Roles and responsibility of Audit Committee
shall now be performed to the Board of Director.
ii. NOMINATION AND REMUNERATION COMMITTEE
Since, the Company got delisted from National Stock Exchange of India Limited (NSE)
(Stock Exchange), the only stock exchange where it was listed, w.e.f. January 12, 2023.
Hence the requirement of Nomination and Remuneration Committee is not applicable to the
Company as per the provisions of Companies Act, 2013 & rules made thereunder.
Accordingly, the Member of the Nomination and Remuneration Committee and Board of
Directors approved to dissolve the Nomination and Remuneration Committee for time being
under the provisions of section 178 of the Companies Act, 2013 and read with rules made
thereunder, and the functions, Roles and responsibility of Nomination and Remuneration
Committee shall now be performed to the Board of Director.
22. SHAREHOLDERS MEETINGS:
There was two (2) general meeting of shareholders was held as follows:
1. Annual General Meeting on 30th September, 2022.
2. Extra-Ordinary General Meeting through postal ballot on 14th September,
2022
23. DETAILS ABOUT THE HOLDING / SUBSIDIARY / ASSOCIATE COMPANY:
Company does not have any Holding Company. Details of Subsidiary and Associate
Companies are given as below:
| SI. No |
Name of the company |
CIN/GLN |
Holding/ Subsidiary / Associate |
| 1 |
ADD REALTY LIMITED |
U70101KA2007PLC042211 |
SUBSIDIARY COMPANY |
| 2 |
ADD INDUSTRIAL PARK (TAMIL NADU) LIMITED |
U45209KA2007PLC133412 |
SUBSIDIARY COMPANY |
| 3 |
ADD-ELCINA ELECTRONICS PVT LTD* |
U31401KA2015PTC080857 |
SUBSIDIARY COMPANY |
| 4 |
RATNATRAY MEGA FOOD PARK PRIVATE LIMITED* |
U74990KA2014PTC170026 |
SUBSIDIARY COMPANY |
| 5 |
ADD TECHNOLOGIES (INDIA) LIMITED |
U31909KA1995PLC019162 |
SUBSIDIARY COMPANY |
| 6 |
DELHI WASTE MANAGEMENT LIMITED |
U74999KA2005PLC130126 |
SUBSIDIARY COMPANY |
* Cease to be Subsidiary w.e.f. 17.08.2023.
The details for the Subsidiary and Associate Companies in Form AOC-I is forming part of
the financial statement as Annexure-1.
24. AUDITORS AND AUDITORS REPORT
> STATUTORY AUDITORS AND AUDITORS REPORT:
M/s G L Kothari & Co, Chartered Accountants Bangalore (Firm Registration No.
001445S) the present Statutory Auditors of the Company vacate their office at the ensuing
Annual General Meeting of the Company as per provisions of the Companies Act, 2013. It is
proposed and recommended by the Board of Directors to re-appoint them for second terms of
5 years as Statutory Auditors of the Company from the close of this 40th AGM
till the conclusion of 45th AGM.
M/s. G. L. Kothari & Co, have given their consent to be re-appointed as Statutory
Auditors along with their Certificate pursuant to the provisions of Section 139 of the
Chapter X of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014.
The Members may resolve accordingly.
The notes on accounts referred to in the Auditors Report are self-explanatory and
therefore do not call for any further comments.
• STATUTORY AUDITORS QUALIFICATION/REMARKS IN AUDITORS REPORTS (IF ANY):
There are no qualification/adverse remarks given by the auditors in their report given
for the year ended 31/03/2023 relating to both standalone and consolidated Balance Sheets.
> SECRETARIAL AUDITORS AND AUDITORS REPORT:
Since, the Company got delisted from National Stock Exchange of India Limited (NSE)
(Stock Exchange), the only stock exchange where it was listed, w.e.f. January 12, 2023.
Hence the requirement of appointment of Secretarial Auditor is not applicable to the
Company in terms of the provisions of Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The Secretarial Audit Report as received from M/s. N. Jhunjhunwala & Associates is
appended to this Report as Annexure - 2 for the financial year ended 31st
March 2023.
• QUALIFICATION/ADVERSE REMARK BY THE COMPANY SECRETARY IN PRACTICE IN HIS
SECRETARIAL AUDIT REPORT (IF ANY):
The Secretarial Audit Report is self-explanatory. The Secretarial Auditors Report does
not contain any qualifications, reservations, adverse remarks or disclaimer.
> INTERNAL AUDITOR AND THEIR REPORT:
Since, the Company got delisted from National Stock Exchange of India Limited (NSE)
(Stock Exchange), the only stock exchange where it was listed, w.e.f. January 12, 2023.
Hence the requirement of appointment of Internal Auditor is not applicable to the Company
in terms of Section 138 of the Companies Act, 2013.
> COST AUDITOR:
The Provision relating to maintaining of Cost record and conducting of cost audit are
not applicable to the company. Under section 148 (1) of the companies act 2013.
25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there are no unpaid/unclaimed Dividends declared and paid during the years, the
provisions of Section 125 of the Companies Act, 2013 does not apply for the Company during
the year under review.
26. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR U/s 143(12) OF COMPANIES ACT,
2013:
There are no frauds reported by the Auditor U/s. 143(12) of Companies Act, 2013 during
the year under review.
27. ANNUAL RETURN:
Pursuant to the of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return as of March
31, 2023 has been placed on the website of the Company and can be accessed at ICL Form MGT
7 22-23.pdf (inltd.co.in).
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees.
Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition
and Redressal) Act, 2013 does not arise as the Company has no woman employees except one
woman Director.
29. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY
THE BOARD OF THE PERFORMANCE OF THE COMPANY AND THAT OF ITS COMMITTEES AND THE DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, die Directors individually as well
as the evaluation of the working of its Committees.
30. CORPORATE GOVERNANCE:
Corporate governance is an ethically driven business process that is committed to
values aimed at enhancing an organizations brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders expectations. At International Constructions Limited,
it is imperative that our company affairs are managed in a fair and transparent manner.
This is vital to gain and retain the trust of our stakeholders.
Since the Company is now delisted, the Compliance Report on Corporate Governance is not
applicable to the Company.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING GOING CONCERNSTATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by regulators or courts or
tribunals impacting going concern status and companys operations in future.
32. COMPLIANCE WITH SECRETARIAL STANDARD OF ICSI
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors and General Meetings.
33. THE DETAILS WITH RESPECT TO MANNER OF BOOKS OF ACCOUNTS KEPT IN ELECTRONIC MODE:
The details with respect to manner of Books of Accounts kept in electronic mode are as
below:
Name of die Service Provider: AWS India
The internet protocol address of Service Provider: 52.66.19X.XX/XX
The location of the Service Provider (Wherever Applicable): C-303, Shanti Shopping
Center, Mira Road, Mumbai - 401107
Where the books of account and other books and papers are maintained on cloud, such
address as provided by the service provider: The accounts are maintained in
computerized system in Tally ERP environment on Cloud i.e., AWS India
Where the service provider is located outside India, the name and address of the person
in control of the books of account and other books and papers in India: NA
34. VIGIL MECHANISM:
Provisions relating to Vigil Mechanism is not applicable to our Company with effect
from 1st December 2015. However, in line with the requirement u/s 177(9) &
(10) of Companies Act 2013 read with the Companies (Meeting of the Board and its powers)
Rules 2014, your company has adopted a Whistle Blower polices establishing vigil mechanism
to provide a formal mechanism to Directors and employees to report genuine concerns. The
policy provides for adequate safe guards against victimisation of persons who use such
mechanism The Whistle Blower policy is available at Companys website at www.intltd.co.in.
35. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review
was occurred and the further provisions of relevant Sections of the Companies Act, 2013
are not applicable on die Company.
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares under ESOP.
3. No application(s) have been made by the Company and no proceeding(s) are pending
under the Insolvency and Bankruptcy Code, 2016 during the year under review.
4. No valuation has been done for the purpose of one-time settlement or while taking
loan from the Banks or Financial Institutions during the year under review.
36. APPRECIATION & ACKNOWLEDGEMENT:
The Board of Directors would like to express their sincere thanks to the Shareholders
& Investors of the Company for the trust reposed on us over the past several years.
Your Directors are highly grateful for all the guidance, support, assistance and
co-operation received from the Banks, Departments of Central Government & State
Governments, other Government Departments, Members, Esteemed Customers and Suppliers
during the year under review. Your Directors also wish to place on record their sincere
appreciation for the dedicated efforts and consistent contribution made by all the
employees at all levels for their hard work, solidarity, cooperation and dedication during
the year.
By Order of the Board
For International Constructions Limited
|
Sd/-xxx |
|
Anil Kumar Sethi |
| Place: Bangalore |
Chairman & Director |
| Date: 28.09.2023 |
(DIN NO: 00035800) |
+91-9892691696
